AMENDMENT
NO. 10 TO RIGHTS AGREEMENT

     

    Amendment
No. 10, dated as of December 23, 2009 (“Amendment No. 10”),
to the Rights Agreement dated as of March 9, 1999, as amended as of June 9,
1999, April 7, 2000, October 26, 2000, February 21, 2001, February 28, 2002,
September 18, 2002, December 13, 2004, March 14, 2007 and March 19, 2009 (the
“Rights
Agreement”), between Merrimac Industries, Inc., a Delaware corporation
(the “Company”), and
American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights
Agent”).

     

    WHEREAS,
the Company and the Rights Agent entered into the Rights Agreement;

     

    WHEREAS,
on December 23,2009, the Company entered into that certain Agreement and Plan of
Merger (the “Merger
Agreement”) with Crane Co. (“Parent”), a Delaware
corporation, and Crane Merger Co., a Delaware corporation and wholly-owned
subsidiary of Parent;

     

    WHEREAS,
the Board of Directors of the Company has resolved to exempt the Merger
Agreement and the Tender Agreements (as such term is defined in the Merger
Agreement) from the Rights Agreement and to cause the termination of the Rights
Agreement in accordance with the Merger Agreement; and

     

    WHEREAS,
the Company and the Rights agent are entering into this Amendment pursuant to
Section 27 of the Rights Agreement to effect such exemption.

     

    NOW,
THEREFORE, in consideration of the premises and mutual agreements herein set
forth, the parties hereby agree as follows:

     

    SECTION
1.  CERTAIN DEFINITIONS.  1)  For purposes of this
Amendment No. 10, capitalized terms used herein and not otherwise defined shall
have the meanings indicated in the Rights Agreement. Each reference to “hereof”, “herein” and “hereby” and each other
similar reference and each reference to “this
Agreement”
and each other similar reference contained in the Rights Agreement shall refer
to the Rights Agreement, as amended hereby.

     

    (b)
Section 1(i) of the Rights Agreement is hereby amended and restated in its
entirety as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Exempt Person” shall
mean (i) the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan, (ii) William D. Witter,
Inc., a New York corporation registered as an investment advisor under the
Investment Advisers Act of 1940 (“Witter, Inc.”), and
its Affiliates and Associates (other than Charles F. Huber, II); provided, that
Witter, Inc., together with its Affiliates and Associates (other than Charles F.
Huber, II), are not the Beneficial Owners of more than 15% of the Common Shares
of the Company then outstanding, (iii) Infineon Technologies AG, a German
corporation (“Infineon”), and its
Affiliates and Associates; provided, that Infineon, together with its Affiliates
and Associates, are the Beneficial Owners of only Common Shares purchased, or
Common Shares converted or acquired from warrants purchased, from Ericsson
Holding International, B.V., a Netherlands corporation (“Ericsson”) and or any
Affiliate or Associate thereof, which Ericsson had purchased from the Company
pursuant to a letter agreement dated as of April 7, 2000, and a Subscription
Agreement for Common Stock and Warrants dated as of October 26, 2000, between
Ericsson and the Company, (iv) Adam Smith Investment Partners, L.P., a Delaware
limited partnership (“Adam Smith”), and its
Affiliates and Associates; provided that Adam Smith, together with its
Affiliates and Associates, are the Beneficial Owners of only Common Shares
purchased, or Common Shares converted from warrants purchased, from the Company
pursuant to a Subscription Agreement for Common Stock and Warrants dated as of
October 26, 2000 among the Company, Adam Smith, Adam Smith Ltd. B.V., a British
Virgin Islands corporation, and other investors executing the same, (v) Dupont
Chemical and Energy Operations, Inc. (“DCEO”), a Delaware
corporation and wholly-owned subsidiary of E.I. Du Pont De Nemours and Company,
a Delaware corporation (“DuPont”), and its
Affiliates and Associates; provided, that DCEO, together with its Affiliates and
Associates, including DuPont, are the Beneficial Owners of only Common Shares
purchased from the Company pursuant to a Subscription Agreement dated as of
February 28, 2002 among DCEO, DuPont and the Company, (vi) whether or not such
persons are or shall be deemed to be a “group” pursuant to Section 13 of the
Exchange Act and the regulations promulgated thereunder, the purchasers (the
“Infineon
Transferees”) and their respective Affiliates and Associates,
individually and/or in the aggregate, of Common Shares to be purchased from
Infineon pursuant to a Stock Purchase Agreement entered into on or about
December 13, 2004 (the “Infineon
Transaction”); provided that the Infineon
Transferees,  together with their Affiliates and Associates, are the
Beneficial Owners of only Common Shares purchased in the Infineon Transaction,
and (vii) Crane Co., a Delaware Corporation (“Parent”), or any of
its Affiliates, individually or collectively, as a result of (A) the approval,
execution, delivery and/or adoption of that certain Agreement and Plan of
Merger, dated as of December 23, 2009, by and among Parent, ___, a Delaware
corporation and wholly owned subsidiary of Parent (“Merger Sub”) and the
Company (as may be amended from time to time, the “Merger Agreement”) or
the Tender Agreements (as defined in the Merger Agreement) or the approval,
execution, delivery and/or adoption of any amendment thereto; (B) the
acceptance for payment or purchase by Merger Sub of Common Shares pursuant to
the Offer (as defined in the Merger Agreement), as the Offer may be amended
and/or extended from time to time or during any subsequent offering period in
accordance with the terms of the Merger Agreement; (C) the exercise of the
Top-Up Option (as defined in the Merger Agreement); (D) the consummation of
any other transactions contemplated by the Merger Agreement, including, but not
limited to, the Offer and the Merger (as defined in the Merger Agreement); or
(E) the announcement of any of the Merger Agreement, the Offer, the Merger
or any other transactions contemplated by the Merger Agreement (the transactions
described in clauses (A) through (E) of this clause (vii), the “Exempted
Transactions”).”

     

    (c)
Section 1.1(m) is hereby amended by inserting the following sentence at the end
of such definition:

     

    “Notwithstanding
anything in this Agreement to the contrary, no Shares Acquisition Date shall be
deemed to have occurred by virtue of or as a result of any Exempted
Transaction.”

     

    SECTION
2.  ISSUE OF RIGHT CERTIFICATE.  Section 3(a) of the Rights
Agreement is hereby amended by adding the following sentence at the end of such
Section:

     

    “Notwithstanding
anything in this Agreement to the contrary, no Distribution Date shall be deemed
to have occurred by virtue of or as a result of any Exempted
Transaction.”

     

    
      
        
        

      

      
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    SECTION
3.  TERMINATION OF THE MERGER AGREEMENT.  If for any reason
the Merger Agreement is terminated, then this Amendment No. 10 shall be
terminated and of no further force and effect.

     

    SECTION
4.  BENEFITS OF THIS AGREEMENT. Nothing in this Amendment No. 10 shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Rights any legal or equitable right, remedy or
claim under this Amendment No. 10, but this Amendment No. 10 shall be for the
sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Rights.

     

    SECTION
5.  SEVERABILITY. If any term, provision or restriction of this
Amendment No. 10 is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions and
restrictions of this Amendment No. 10 shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

     

    SECTION
6.  GOVERNING LAW.  This Amendment No. 10 shall be deemed to
be a contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State;
provided, however, that all provisions regarding the rights, duties and
obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.

     

    SECTION
7.  COUNTERPARTS. This Amendment No. 10 may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

     

    SECTION
8.  DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections
of this Amendment No. 10 are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions
hereof.

     

    SECTION
9.  RIGHTS AGREEMENT AS AMENDED.  This Amendment No. 10
shall be effective as of the date hereof and, except as set forth herein, the
Rights Agreement shall remain in full force and effect and be otherwise
unaffected hereby.

     

    [Signature
page follows]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 10 to be duly
executed and attested, all as of the day and year first above
written.

    


    


    
      
        
          	
                  MERRIMAC
      INDUSTRIES, INC.

                
	 
      
	 
      
	
                  By: /s/ Mason N.
      Carter                      
      

                  Name:  Mason
      N. Carter

                  Title:  Chairman,
      President and

                  Chief
      Executive Officer

                
	 
      
	 
      
	
                  AMERICAN
      STOCK TRANSFER & TRUST
      COMPANY, LLC

                  as
      Rights Agent

                
	 
      
	 
      
	
                  By:
      /s/ Joan
      Greenfield                  
      

                  Name:  Joan
      Greenfield                                      

                  Title: Vice
      President